U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998
[_] Transition Report Under Section 13
or 15(d) of the Exchange Act
For the transition period ended ____________________
COMMISSION FILE NUMBER 0-23521
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GREAT PEE DEE BANCORP, INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 56-2050592
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
515 MARKET STREET, CHERAW, SC 29520
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(Address of principal executive office)
(843) 537-7656
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO ___
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As of February 5, 1999, 2,214,617 shares of the issuer's common stock, $.01 par
value, were outstanding. The registrant has no other classes of securities
outstanding.
This report contains 13 pages.
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Page No.
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PART L. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Statements of Financial Condition
December 31, 1998 and June 30, 1998....................................... 3
Consolidated Statements of Operations
Three Months and Six Months Ended December 31, 1998 and 1997.............. 4
Consolidated Statements of Cash Flows
Six Months Ended December 31, 1998 and 1997............................... 5
Notes to Consolidated Financial Statements................................ 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................................................. 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.................................. 12
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PART I. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
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GREAT PEE DEE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
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December 31,
1998 June 30,
(Unaudited) 1998*
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(In Thousands)
ASSETS
Cash on hand and in banks $ 604 $ 510
Interest-bearing balances in other banks 2,383 5,013
Federal funds sold - 1,400
Investment securities available for sale, at fair value 362 200
Investment securities held to maturity, at amortized cost 3,569 3,341
Loans receivable, net 60,475 56,768
Accrued interest receivable 314 278
Premises and equipment, net 676 212
Stock in the Federal Home Loan Bank, at cost 495 495
Real estate acquired in settlement of loans 9 9
Other assets 204 174
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TOTAL ASSETS $69,091 $68,400
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $37,988 $36,663
Accrued interest payable 67 69
Advance payments by borrowers for property taxes and insurance 50 62
Accrued expenses and other liabilities 27 131
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TOTAL LIABILITIES 38,132 36,925
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STOCKHOLDERS' EQUITY
Preferred stock, no par value, 400,000 shares
authorized, no shares issued and outstanding - -
Common stock, $.01 par value, 3,600,000
shares authorized; 2,202,125 shares issued 22 22
Additional paid in capital 21,293 21,293
ESOP loan receivable (1,622) (1,682)
Retained earnings, substantially restricted 12,032 11,842
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31,725 31,475
Cost of 58,700 shares of common stock held
by the Company in treasury (766) -
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TOTAL STOCKHOLDERS' EQUITY 30,959 31,475
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $69,091 $68,400
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* Derived from audited financial statements
See accompanying notes.
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GREAT PEE DEE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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Three Months Ended Six Months Ended
December 31, December 31,
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1998 1997 1998 1997
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(In thousands, except per share data)
INTEREST INCOME
Loans $ 1,129 $1,080 $ 2,228 $2,137
Investments 69 36 133 72
Deposits in other banks and federal funds sold 45 86 130 133
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TOTAL INTEREST INCOME 1,243 1,202 2,491 2,342
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INTEREST EXPENSE
Deposit accounts 486 640 976 1,264
Borrowed funds - 28 - 65
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TOTAL INTEREST EXPENSE 486 668 976 1,329
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NET INTEREST INCOME 757 534 1,515 1,013
PROVISION FOR LOAN LOSSES 48 15 96 15
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 709 519 1,419 998
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OTHER INCOME 24 6 32 16
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GENERAL AND ADMINISTRATIVE EXPENSES
Personnel costs 162 173 303 266
Occupancy 27 25 47 36
Deposit insurance premiums 5 7 11 15
Other 106 244 197 285
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TOTAL GENERAL AND
ADMINISTRATIVE EXPENSES 300 449 558 602
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INCOME BEFORE INCOME TAXES 433 76 893 412
PROVISION FOR INCOME TAXES 167 30 340 154
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NET INCOME $ 266 $ 46 $ 553 $ 258
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NET INCOME PER COMMON SHARE
Basic and diluted $ 0.13 $ - $ 0.27 $ -
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Weighted average common shares
outstanding 2,007,154 - 2,021,117 -
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CASH DIVIDEND PER SHARE $ 0.09 $ - $ 0.18 $ -
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See accompanying notes.
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GREAT PEE DEE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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Six Months Ended
December 31,
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1998 1997
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(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 553 $ 258
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 23 8
Provision for loan losses 96 15
Release of ESOP shares 60
Change in assets and liabilities:
(Increase) decrease in accrued interest receivable (36) 36
Decrease in accrued interest payable (2) (32)
Other (134) 595
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NET CASH PROVIDED BY
OPERATING ACTIVITIES 560 880
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CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing balances in other banks 2,630 (8,732)
(Increase) decrease in federal funds sold 1,400 (1,200)
Purchases of:
Available for sale investment securities (162) -
Held to maturity investment securities (228) (600)
Proceeds from sales, maturities and calls of:
Held to maturity investment securities - 6
Net increase in loans (3,803) (1,143)
Purchases of property and equipment (487) (4)
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NET CASH USED BY
INVESTING ACTIVITIES (650) (11,673)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand deposits 856 (1,259)
Net increase (decrease) in certificate accounts 469 (6,114)
Decrease in FHLB advances - (1,250)
Decrease in advances from borrowers (12) (13)
Net proceeds from issuance of common stock - 21,074
Loan to ESOP for purchase of common stock - (1,745)
Purchase of treasury stock (766) -
Dividends paid (363) -
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NET CASH PROVIDED BY
FINANCING ACTIVITIES 184 10,693
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NET INCREASE (DECREASE) IN
CASH ON HAND AND IN BANKS 94 (100)
CASH ON HAND AND IN BANKS, BEGINNING 510 222
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CASH ON HAND AND IN BANKS, ENDING $ 604 $ 122
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See accompanying notes.
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GREAT PEE DEE BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE A-BASIS OF PRESENTATION
In management's opinion, the financial information, which is unaudited, reflects
all adjustments (consisting solely of normal recurring adjustments) necessary
for a fair presentation of the financial information as of and for the three and
six month periods ended December 31, 1998 and 1997, in conformity with generally
accepted accounting principles. The financial statements include the accounts of
Great Pee Dee Bancorp, Inc. (the "Company") and its wholly-owned subsidiary,
First Federal Savings and Loan Association of Cheraw ("First Federal" or the
"Bank"). Operating results for the three and six month periods ended December
31, 1998 are not necessarily indicative of the results that may be expected for
the fiscal year ending June 30, 1999.
The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the financial
statements filed as part of the Company's annual report on Form 10-KSB. This
quarterly report should be read in conjunction with such annual report.
NOTE B-NET INCOME PER SHARE
Net income per share is presented for periods subsequent to the closing of the
Company's stock offering on December 31, 1997. Net income per share has been
computed by dividing net income by the weighted average number of shares of
common stock outstanding during the period. In accordance with generally
accepted accounting principles, ESOP shares are only considered outstanding for
earnings per share calculations when they are earned or committed to be
released. No potentially dilutive securities were outstanding during the three
and six months ended December 31, 1998.
NOTE C-COMPREHENSIVE INCOME
On July 1, 1998, the Company adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" (SFAS No. 130). This pronouncement
establishes standards for the reporting and display of comprehensive income and
its components in a full set of financial statements. Comprehensive income is
defined as the change in equity during a period for non-owner transactions and
is divided into net income and other comprehensive income. Other comprehensive
income includes revenues, expenses, gains and losses that are excluded from
earnings under current accounting standards. This statement does not change or
modify the reporting or display in the statement of operations. SFAS No. 130 is
effective for the Company for interim and annual periods beginning on or after
July 1, 1998. Comparative financial statements for earlier periods are required
to reflect retroactive application of this statement. For the three and six
months ended December 31, 1998 and 1997, the Company has no items of other
comprehensive income. Accordingly, comprehensive income was the same as net
income for each period.
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NOTE D-STOCK REPURCHASE PLAN
On September 1, 1998, the Company's Board of Directors adopted a stock
repurchase plan under which the Company is authorized to repurchase shares of
its outstanding common stock in the open market or in privately negotiated
transactions at times deemed appropriate. Under the plan, the Company could
repurchase up to 5% of the outstanding common stock, or 110,106 shares. During
the six months ended December 31, 1998, the Company repurchased 58,700 shares of
its common stock at an aggregate cost of $766,000. Such shares are held as
treasury stock at December 31, 1998.
NOTE E-RECOGNITION AND RETENTION PLAN AND STOCK OPTION PLAN
At the Company's first annual meeting of stockholders, held on January 7, 1999,
the Company's stockholders approved the Great Pee Bancorp, Inc. 1998 Stock
Option Plan (the "SOP") and the 1998 Recognition and Retention Plan (the "RRP).
As was fully described in the related Notice of Annual Meeting and Proxy
Statement, under the SOP, 220,213 shares of the Company's common stock have been
reserved for issuance pursuant to exercise of options to be granted thereunder
to officers, directors and key employees. Under the RRP, 88,085 shares of common
stock were reserved for issuance to key officers and directors. Upon approval of
the SOP and RRP at the annual meeting, 76,192 shares of common stock were
granted under the RRP, and options for the purchase of 190,484 shares of common
stock were issued under the SOP. The Company anticipates that no compensation
costs will be incurred in connection with the grant of options under the SOP.
Based upon the per share fair value of $12 per share on the date the RRP shares
were granted, the Company expects to recognize compensation costs of $914,000
over the vesting period of the RRP shares granted. The Company intends to
include such compensation costs in operations as rapidly as is permissible,
which will result in the recognition of costs of $537,000 during the six months
ending June 30, 1999, and costs of $241,000, $106,000 and $30,000 during the
years ending June 30, 2000, 2001 and 2002, respectively.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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This Quarterly Report on Form 10-QSB may contain certain forward-looking
statements consisting of estimates with respect to the financial condition,
results of operations and business of the Company that are subject to various
factors which could cause actual results to differ materially from these
estimates. These factors include, but are not limited to, general economic
conditions, changes in interest rates, deposit flows, loan demand, real estate
values, and competition; changes in accounting principles, policies, or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory, and technological factors affecting the
Company's operations, pricing, products and services.
COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 1998 AND JUNE 30, 1998
The Company's total assets increased by $691,000 during the six months ended
December 31, 1998, from $68.4 million at June 30, 1998 to $69.1 million at the
period end. During the six months, reductions of $2.6 million and $1.4 million,
respectively, in interest-bearing balances in other banks and federal funds sold
were the principal sources of funding for an increase of $3.7 million in loans
receivable, which grew from $56.8 million at the beginning of the period to
$60.5 million at period end. Total stockholders' equity was $31.0 million at
December 31, 1998 as compared with $31.5 million at June 30, 1998, a decrease of
$516,000 which resulted principally from net income of $553,000 for the six
months, regular quarterly dividends aggregating $363,000 or $.18 per share and
the purchase of 58,700 treasury shares at an aggregate cost of $766,000. At
December 31, 1998, both the Company and the Bank continued to significantly
exceed all applicable regulatory capital requirements.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1998
AND 1997
Net Income. Net income for the quarter ended December 31, 1998 was $266,000, or
$.13 per share, as compared with net income of $46,000 for the three months
ended December 31, 1997, an increase of $220,000. This increase in net income
resulted principally from an increase of $223,000 in net interest income which
was partially offset by an increase of $33,000 in the provision for loan losses,
and from a decrease of $149,000 in general and administrative expenses.
Concurrently with the closing of the Company's initial public stock offering on
December 31, 1997, the Company contributed common stock with a value of $200,000
to its charitable foundation, resulting in a charge to operations of that amount
during the quarter ended December 31, 1997.
Net Interest Income. Net interest income for the quarter ended December 31, 1998
was $757,000 as compared with $534,000 during the quarter ended December 31,
1997, an increase of $223,000. The Company received a significant infusion of
capital and liquidity with the closing of its conversion offering on December
31, 1997 that generated net proceeds of $21.1 million. By the end of the current
quarter, all proceeds had been used either to fund loan growth, fund withdrawals
and maturities of interest-bearing customer deposits or to repay borrowings. As
a result, total interest income increased by $41,000 and total interest expense
decreased by $182,000 during the quarter ended December 31, 1998 as compared
with the quarter ended December 31, 1997.
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Provision for Loan Losses. The provision for loan losses was $48,000 and $15,000
for the quarters ended December 31, 1998 and 1997, respectively. Net loan
charge-offs were $4,000 during the quarter ended December 31, 1998, while there
were no net loan charge-offs during the quarter ended December 31, 1997. At
December 31, 1998, nonaccrual loans aggregated $385,000 while the allowance for
loan losses stood at $446,000.
General and Administrative Expenses. General and administrative expenses
decreased to $300,000 during the quarter ended December 31, 1998 as compared
with $449,000 for the quarter ended December 31, 1997, an decrease of $149,000.
The reduction in the costs of charitable contributions described under the
caption "Net Income" was partially offset by an increase of $62,000 in other
general and administrative expenses that relate principally to increased costs
of operations as a publicly owned company and to costs incurred to achieve
growth and expansion of services to customers.
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 38.6% and 39.5% for the quarters ended December
31, 1998 and 1997, respectively.
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1998
AND 1997
Net Income. Net income for the six months ended December 31, 1998 was $553,000,
or $.27 per share, as compared with net income of $258,000 for the six months
ended December 31, 1997, an increase of $295,000. This increase in net income
resulted principally from an increase of $502,000 in net interest income which
was partially offset by an increase of $81,000 in the provision for loan losses,
and from a decrease of $44,000 in general and administrative expenses.
Net Interest Income. Net interest income for the six months December 31, 1998
was $1.5 million as compared with $1.0 million during the six months ended
December 31, 1997, an increase of $502,000. The Company received a significant
infusion of capital and liquidity with the closing of its conversion offering on
December 31, 1997 that generated net proceeds of $21.1 million. The proceeds
have been used either to fund loan growth, fund withdrawals and maturities of
interest-bearing customer deposits or to repay borrowings. As a result, total
interest income increased by $149,000 and total interest expense decreased by
$353,000 during the six months ended December 31, 1998 as compared with the six
months ended December 31, 1997.
Provision for Loan Losses. The provision for loan losses was $96,000 and $15,000
for the six months ended December 31, 1998 and 1997, respectively. Net loan
charge-offs were $4,000 during the six months ended December 31, 1998, while
there were no net loan charge-offs during the six months ended December 31,
1997.
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General and Administrative Expenses. General and administrative expenses
decreased to $558,000 during the six months ended December 31, 1998 as compared
with $602,000 for the six months ended December 31, 1997, an decrease of
$44,000. The $200,000 reduction in the costs of charitable contributions
previously described was partially offset by an increase of $37,000 in personnel
costs relating principally to the higher costs of the Company's ESOP, and to
increases of $11,000 and $112,000, respectively, in occupancy costs and in other
general and administrative expenses relating principally to increased costs of
operations as a publicly owned company and to costs incurred to achieve growth
and expansion of services to customers.
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 38.1% and 37.4% for the six months ended
December 31, 1998 and 1997, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The objective of the Company's liquidity management is to ensure the
availability of sufficient cash flows to meet all financial commitments and to
capitalize on opportunities for expansion. Liquidity management addresses First
Federal's ability to meet deposit withdrawals on demand or at contractual
maturity, to repay borrowings as they mature, and to fund new loans and
investments as opportunities arise.
The Company's primary sources of internally generated funds are principal and
interest payments on loans receivable and cash flows generated from operations.
External sources of funds include increases in deposits and advances from the
FHLB of Atlanta.
First Federal is required under applicable federal regulations to maintain
specified levels of "liquid" investments in qualifying types of United States
Government, federal agency and other investments having maturities of five years
or less. Current OTS regulations require that a savings association maintain
liquid assets of not less than 4% of its average daily balance of net
withdrawable deposit accounts and borrowings payable in one year or less.
Monetary penalties may be imposed for failure to meet applicable liquidity
requirements. At December 31, 1998, First Federal's liquidity, as measured for
regulatory purposes, was 11.2%, or $3.3 million in excess of the minimum OTS
requirement.
First Federal is subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on First
Federal's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, First Federal must meet
specific capital guidelines that involve quantitative measures of First
Federal's assets, liabilities, and certain off-balance sheet items as calculated
under regulatory accounting practices. First Federal's capital amounts and
classifications are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors. At December 31, 1998,
First Federal's level of capital substantially exceeded all applicable
requirements.
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YEAR 2000 COMPLIANCE ISSUES
All levels of the Company's management and its Board of Directors are aware of
the issues presented by the Year 2000 century change and the serious effects it
may have on the Company and its customers. In May 1997, the Federal Financial
Institutions Examination Council ("FFIEC") issued an Interagency Statement,
"Year 2000 Project Management Awareness", to emphasize the critical issues that
need to be addressed to implement an effective Year 2000 project management
plan. The FFIEC Statement identifies five phases of the Year 2000 project
management process. The Company has formed a Year 2000 project team, consisting
of senior officers within the Company's operations, information systems,
financial and management areas, to ensure that the Company will be Year 2000
compliant. Although the Company relies entirely upon outside vendors and service
providers for its computer hardware and software and its security and
communications equipment, all date sensitive systems are being evaluated for
Year 2000 compliance. During 1998, the Company completed upgrading and testing
of systems that have been identified as critical to conducting its banking
business. Testing of systems with lower priorities is planned for early 1999.
The Company is also developing contingency plans for its computer processes,
including the use of alternative systems and the manual processing of certain
critical operations. In addition, the Company is undertaking efforts to ensure
that significant vendor and customer relationships are or will be Year 2000
compliant. There can be no guarantee that the systems of other entities on which
the Company either directly or indirectly rely will be timely converted, or that
a failure to convert by another entity, or a conversion that is incompatible
with the Company's systems, would not have a material adverse effect on the
Company in future periods. However, the Company's management believes that all
of its systems will be verified Year 2000 compliant. The Company estimates that
its total Year 2000 compliance costs will aggregate approximately $175,000,
including capital expenditures of approximately $141,000 and other expenses of
approximately $34,000 that have been or will be charged to operations. In
addition to the estimated costs of its Year 2000 compliance, the Company
routinely makes annual investments in technology in its efforts to improve
customer service and to efficiently manage its product and service delivery
systems.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
(27) Financial data schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
December 31, 1998.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GREAT PEE DEE BANCORP, INC.
Date: February 5, 1999 By: /s/ Herbert W. Watts
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Herbert W. Watts
Chief Executive Officer
Date: February 5, 1999 By: /s/ Johnnie L. Craft
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Johnnie L. Craft
Chief Financial Officer
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